10-K/A 1 form10ka.htm SYNERGETICS USA, INC 10-K A 7-31-2012 form10ka.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
 (Mark One)

R
Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended July 31, 2012 or

£
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from       to      
 
Commission file number 001-10382

SYNERGETICS USA, INC.

(Exact name of registrant as specified in its charter)
 
Delaware
 
20-5715943
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

3845 Corporate Centre Drive
   
O’Fallon, Missouri
 
63368
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code
(636) 939-5100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Name of each exchange on which registered
Common stock
 
The Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act:
None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No R

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes £ No R
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes R No £

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. R
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer £ Accelerated Filer                    R
Non-Accelerated Filer   £ Smaller Reporting Company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes £ No R

The aggregate market value of voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price as reported by The Nasdaq Stock Market as of January 31, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, was $131,768,122.

At October 1, 2012, there were 25,751,962 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for its 2012 Annual Meeting of Stockholders, expected to be held on December 13, 2012, are incorporated by reference into Part III of this Form 10-K where indicated.



 
 

 
 
EXPLANATORY NOTE

Synergetics USA, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended July 31, 2012 (the “Form 10-K”), which was filed with the Securities and Exchange Commission on October 15, 2012, for the sole purpose of furnishing corrected XBRL Interactive Data Files.  Due to a filing error by a third party printer, the XBRL Interactive Data Files originally furnished with the Form 10-K contained inaccuracies.  No other changes have been made to the Form 10-K.

Except as specifically described above, this Amendment No. 1 does not reflect events occurring after the filing of the Form 10-K, does not update disclosures contained in the Form 10-K and does not modify or amend the Form 10-K.

For reference purposes only, the Index to Exhibits related to Exhibit 101 (for Interactive Data Files) is set forth below.

INDEX TO EXHIBITS

These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K:
 
 Exhibit No.
 
Description
     
101.INS*
 
XBRL Instance Document
     
101.SCH*
 
XBRL Taxonomy Extension Schema Document
     
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document
--------------------
* This Exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

 
 

 

Signatures

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.

 
SYNERGETICS USA, INC.
   
Date:  November 21, 2012
By:
/s/ Pamela G. Boone
   
Pamela G. Boone
   
Chief Financial Officer
   
(Principal Financial Officer)